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Old 03-05-2009, 01:23 PM
-BT- -BT- is offline
The Curragh
 
Join Date: Mar 2007
Location: 60613
Posts: 2,622
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KABOOM!!

Quote:
PRESS RELEASE: Magna Entertainment Corp. announces filing for Page 1/8
Chapter 11 bankruptcy protection


AURORA, ON, March 5 /PRNewswire-FirstCall/ - Magna Entertainment Corp. ("MEC"
or "the Company") (NASDAQ: MECA; TSX: MEC.A), together with certain of its
wholly-owned subsidiaries, today announced that it has filed voluntary
petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware (the "Court")
and will seek recognition of the Chapter 11 proceedings from the Ontario
Superior Court of Justice under section 18.6 of the Companies' Creditors
Arrangement Act in Canada.

MEC's day-to-day operations will continue uninterrupted throughout the
Chapter 11 process while it undertakes to sell its assets and implement a
reorganization of the Company. As part of the Chapter 11 filing, the Company
has sought emergency relief to ensure the continued payment of employee wages
and benefits and horsemen winnings and its ability to honor existing customer
programs. XpressBet(R), MEC's account wagering company, is not one of the MEC
subsidiaries making a Chapter 11 filing.

In connection with the Chapter 11 filing, MEC announced that it has arranged a six-month secured debtor-in-possession financing facility (the "DIP
Financing") in the amount of $62.5 million from a subsidiary of MI Developments
Inc. ("MID"), the Company's largest secured creditor and controlling
shareholder. The Company will use the proceeds from the DIP Financing to fund
its operations during the Chapter 11 proceedings. If approved by the Court, the
DIP Financing will enable MEC to continue to satisfy its obligations associated
with the ongoing operation of its business, including the ordinary course
payment of employee wages and benefits and horsemen and customer winnings, and
payment of post-petition obligations to vendors. The DIP Financing will be
secured by liens on substantially all assets of MEC, as well as a pledge of
capital stock of certain guarantors. Advances under the DIP Financing must be
made in accordance with an approved budget. The terms of the DIP Financing
contemplate that MEC will sell its assets through an auction process and use
the proceeds from the asset sales to repay its creditors. Miller Buckfire &
Co., LLC, the Company's financial advisor and investment banker, will conduct a
marketing and sale process for the Company's assets.

The terms of the DIP Financing were considered by the Special Committee of
MEC's board of directors and the Special Committee retained independent legal
and financial advisors to assist in its deliberations. The DIP Financing was
approved by MEC's board, following a favourable recommendation of the Special Committee.

MEC also announced that it has entered into an agreement with MID to sell its
interests associated with the following assets (the "Stalking Horse Bid"):
Golden Gate Fields; Gulfstream Park, including MEC's interest in The Village at
Gulfstream Park(TM) (a joint venture with Forest City); Palm Meadows Training
Center; Lone Star Park; AmTote International, XpressBet(R); and a holdback note
associated with the sale of The Meadows. The aggregate offer price for the
assets is $195 million and is payable in the form of $44 million cash, MID's
assumption of a $15 million capital lease and a $136 million credit bid of
MEC's existing indebtedness to MID. Under the agreement, MEC will seek Court
approval of a process to market these and other MEC assets and MID's offer may
be topped by third parties during the Chapter 11 auction process. MID will not
receive any termination fees if MEC sells any assets to a third party, but may
receive reimbursement for its expenses in connection with the Stalking Horse
Bid.

The terms of the Stalking Horse Bid were reviewed and recommended by the
independent directors of MEC and approved by the board of directors of MEC.

All of MEC's businesses, including racetracks, casinos, XpressBet(R), and its tote services company, AmTote International, remain functional and will
continue to conduct business as usual during the Chapter 11 proceedings.
XpressBet(R) is not one of the MEC subsidiaries making a Chapter 11 filing.
Further information about the Chapter 11 filing is available on MEC's website
at www.magnaent.com/restructuring.

After extensively exploring alternatives following thorough consultation with
its legal and financial advisors, MEC's board of directors determined that an
orderly sale of the Company's assets through a Chapter 11 process is the most
prudent and effective way to maximize value for MEC's stakeholders.

Frank Stronach, MEC's Chairman and Chief Executive Officer, commented,
"Simply put, MEC has far too much debt and interest expense. MEC has previously
pursued numerous out-of-court restructuring alternatives but has been unable to
complete a comprehensive restructuring to date due, in part, to the current
economic recession, severe downturn in the U.S. real estate market and global
credit crisis. This is a voluntary filing intended to utilize a Chapter 11
process that will allow us to continue to operate the business uninterrupted
while we implement a reorganization in a court-supervised environment. We
expect that all employees, customers and horsemen will continue to be paid in
the normal course along with all post-petition vendor obligations." MEC also announced that one of its subsidiaries in Austria has entered into
an agreement to sell to a subsidiary of Magna International Inc. ("MI")
approximately 100 acres of real estate located at MI's European Head Office
complex in Oberwaltersdorf, Austria for a purchase price of 4.55 million Euros
(approximately US$5.7 million using prevailing currency exchange rates). The
closing of the transaction is expected to occur during the second quarter of
2009 following the satisfaction of customary closing conditions including
obtaining all necessary regulatory approvals. The sale transaction was reviewed
and recommended by MEC's independent directors after receiving legal advice and
appraisals of the property, and approved by the board of directors of MEC. The
sale was reviewed and recommended by a committee of MI's independent directors
after receiving independent legal advice and appraisals, and approved by the
board of directors of MI.

MEC will file a material change report as soon as practicable after issuing
this press release. The material change report will be filed less than 21 days
before the closing of the DIP Credit Agreement. The timing of the material
change report is, in MEC's view, both necessary and reasonable because the
terms were approved by MEC's board of directors on March 5, 2009 and MEC
requires immediate funding to address its liquidity requirements.


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